Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
CONCORD CAMERA CORP.
To: The Secretary of State
State of New Jersey
THE UNDERSIGNED, over eighteen years of age, for the purpose of forming a
corporation, pursuant to the provisions of Title 14A, Corporations, General of
the New Jersey Statutes, does hereby execute the following Certificate of
Incorporation:
FIRST: The name of the corporation is CONCORD CAMERA CORP.
SECOND: The purposes for which the corporation is organized are:
To engage in any activity within the lawful business purposes for which
corporations, may be organized under the New Jersey Business Corporation Act.
In general, to carry on any business in connection with the foregoing, and
to have and exercise all the powers conferred by Title 14A, Corporations,
General, Revised Statutes of New Jersey, and to do any or all of the things
hereinbefore set forth to the same extent as natural persons night or could do,
and in any part of the world.
THIRD: The aggregate number of shares which the corporation shall have
authority to issue is Two Thousand Five Hundred (2,500), without par value, all
of which shall be Common Stock.
FOURTH: The address of the corporation's initial registered office is 28
West State Street, Trenton, New Jersey 08608, and the name of the corporation's
initial registered agent at such address is The Corporation Trust Company.
FIFTH: The number of directors constituting the initial board of directors
shall be two, and the names and addresses of the directors are as follows:
Names Addresses
-------------------- -------------------------
Jack Benun P.O. Box 288, Allenhurst,
New Jersey 07111
Maurice J. Fischberg 2100 Linwood Avenue, Fort Lee,
New Jersey 07024
SIXTH: The name and address of the sole incorporation is as follows:
Name Addresses
-------------------- -------------------------
Jack Benun P.O. Box 288, Allenhurst,
New Jersey 07111
IN WITNESS WHEREOF, I, the incorporator of the above-named corporation,
have hereunto signed this Certificate of Incorporation on the 28th day of
September, 1982.
/s/ Jack Benun
--------------------------
Jack Benun
-2-
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE Of INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendments to the Certificate of Incorporation were
approved by the directors and duly adopted by the shareholders of the
corporation on the 11th day of April, 1988:
RESOLVED, that ARTICLE THIRD of the Certificate of Incorporation be
amended to read as follows:
"THIRD: The aggregate number of shares which the corporation
shall have authority to issue is Ten Million (10,000,000), without par
value, all of which shall be Common Stock."
"FURTHER RESOLVED, that Articles SEVENTH and EIGHTH be added to the
Certificate of Incorporation, each to read in their entirety, as follows:
"SEVENTH: The corporation shall, to the fullest extent
permitted by Section 14A:3-5 of the New Jersey Business Corporation Act,
as the same may be amended and supplemented, indemnify any and all
corporate agents whom it shall have power to indemnify under said section
from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said Section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any By-Law, agreement, vote
of shareholders, or otherwise, and shall continue as to a person who has
ceased to be a corporate agent and shall inure to the benefit of the
heirs, executors, administrators, and personal representatives of such a
corporate agent. The term "corporate agent" as used herein shall have the
meaning attributed to it by Sections l4A:3-5 and 14A:5-21 of the New
Jersey Business Corporation Act and by any other applicable provision of
law.
EIGHTH: The personal liability of the directors of the
corporation is hereby limited to the fullest extent permitted by
subsection 14A:2-7(3) of the New Jersey Business Corporation Act, as the
same may be amended and supplemented."
3. The number of shares outstanding at the time of the adoption of the
amendment was 1,000. The total number of shares entitled to vote thereon was
1,000.
4. The number of shares voting for and against such amendment is as
follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
1000 0
Dated this 18th day of April, 1988.
CONCORD CAMERA CORP.
BY: /s/ Jack Benun
----------------------
Jack Benun, President
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3)
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the Certificate of Incorporation was
approved by the directors and duly adopted by the shareholders of the
corporation on the 12th day of May, 1988:
RESOLVED, that ARTICLE NINTH be added to the Certificate of
Incorporation to read in its entirety as follows:
"NINTH: Each of the 1,000 Common Shares, without par value, of the
Corporation outstanding as of April 19, 1988, are hereby divided into
1,154 Common Shares, without par value. After giving effect to the stock
split, the total number of authorized shares of the Corporation will
continue at 10,000,000."
3. The number of shares outstanding at the time of the adoption of the
amendment was 1,000. The total number of shares entitled to vote thereon was
1,000.
4. The number of shares voting for and against such amendment is as
follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
1000 0
Dated this 12th day of May, 1988.
CONCORD CAMERA CORP.
BY: /s/ Jack C. Benun
------------------------
Jack C. Benun, President
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3)
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Certificate of
Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the Certificate of Incorporation was
approved by the directors and duly adopted by the shareholders of the
corporation on the 30th day of June, 1988:
RESOLVED, that ARTICLE TENTH, relating to the removal of directors
of the Corporation, be added to the Certificate of Incorporation to read
in its entirety as follows:
"TENTH: One or more or all the directors of the Corporation may be
removed for cause by the shareholders by the affirmative vote of the
majority of the votes cast by the holders of shares entitled to vote for
the election of directors; and one or more or all the directors may be
removed without cause by like vote of said shareholders. The Board of
Directors shall have the power to remove directors for cause and to
suspend directors pending a final determination that cause exists for
removal."
3. The number of shares outstanding at the time of the adoption of the
amendment was 1,154,000. The total number of shares entitled to vote thereon was
1,154,000.
4. The number of shares voting for and against such amendment is as
follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
1,154,000 0
Dated this 30th day of June, 1988.
CONCORD CAMERA CORP.
BY: /s/ Jack C. Benun
------------------------
Jack C. Benun, President
CERTIFICATE OF AMENDMENT (NO. 4) TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
of the New Jersey Business Corporation Act, the undersigned corporation executes
the following Certificate of Amendment to its Certificate of Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the Certificate of Incorporation was
approved by the corporation's Board of Directors on October 17, 1991 and duly
adopted by the shareholders of the corporation on the 25th day of November,
1991:
RESOLVED, that ARTICLE THIRD of the Certificate of Incorporation be
amended to read as set forth in its entirety as follows:
"THIRD: The aggregate number of shares which the corporation shall
have authority to issue is Twenty Million (20,000,000), without par value,
all of which shall be Common Stock."
3. The number of shares outstanding at the time of the adoption of the
amendment was 5,098,395 shares.
4. The number of shares voting for and against such amendment are as
follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
2,995,023 81,128
Dated as of this 26th day of November, 1991
CONCORD CAMERA CORP.
BY: /s/ Jack C. Benun
------------------------
Jack C. Benun, President
CERTIFICATE OF AMENDMENT (NO. 5) TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
of the New Jersey Business Corporation Act, the undersigned corporation executes
the following Certificate of Amendment to its Certificate of Incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the Certificate of Incorporation was
approved by the corporation's Board of Directors on December 17, 1996 and duly
adopted by the shareholders of the corporation on April 17, 1997:
RESOLVED, that ARTICLE THIRD of the Certificate of Incorporation be
amended to read as set forth in its entirety as follows:
"THIRD": The aggregate number of shares which the corporation shall
have authority to issue is Forty Million (40,000,000), without par value,
all of which shall be Common Stock."
3. The number of shares outstanding at the time of the adoption of the
amendment was 10,880,473 shares.
4. The number of shares voting for and against such amendment is as
follows:
Number of shares FOR amendment Number of shares AGAINST amendment
------------------------------ ----------------------------------
5,924,130 1,383,181
Dated as of this 18th day of April, 1997
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
-------------------------------
Name: Ira B. Lampert
Title: Chief Executive Officer
CERTIFICATE OF AMENDMENT (No. 6) TO THE
CERTIFICATE OF INCORPORATION OF
CONCORD CAMERA CORP.
To: The Secretary of State Federal EIN: 13-3152196
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following certificate of amendment to its certificate of
incorporation:
1. The name of the corporation is CONCORD CAMERA CORP.
2. The following amendment to the Certificate of Incorporation was
approved by the corporation's Board of Directors on April 24, 2000
and duly adopted by the shareholders of the corporation on April 24,
2000:
RESOLVED, that ARTICLE THIRD of the Certificate of Incorporation be
amended to read as set forth in its entirety as follows:
"THIRD:
(a) The aggregate number of shares of Common Stock which
this corporation shall have authority to issue is One
Hundred Million (100,000,000) shares without par value.
(b) The Aggregate number of shares of preferred stock which
this corporation shall have authority to issue is One
Million (1,000,000) shares without par value, such
shares of preferred stock to have such voting powers,
designations, preferences and relative, participating,
optional and conversion or other special rights and such
qualifications, limitations or restrictions as the Board
of Directors of the corporation may designate for each
class or series issues from time to time."
3. The total number of shares entitled to vote thereon was 11,042,254
shares.
4. The number of shares voted for and against amendment (a) and
amendment (b) was as follows:
Number of shares Number of shares
FOR amendment (a) AGAINST amendment (a)
------------------------------ ----------------------------------
9,956,513 774,199
Number of shares Number of shares
FOR amendment (b) AGAINST amendment (b)
------------------------------ ----------------------------------
3,407,560 1,987,157
Dated: As of May 2, 2000
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
-------------------------------
Ira B. Lampert
Chairman of the Board,
Chief Executive Officer & President
CERTIFICATE OF AMENDMENT (No. 7)
OF
CERTIFICATE OF INCORPORATION
OF
CONCORD CAMERA CORP.
Dated: November 2, 2006
The undersigned corporation, Concord Camera Corp., having adopted an
amendment to its Certificate of Incorporation pursuant to N.J.S. 14A:7-15.1 in
connection with a share combination, hereby certifies as follows:
1. Name. The name of the corporation is CONCORD CAMERA CORP. (the
"Corporation").
2. Board Resolution Adoption Date. The date of adoption by the Board of
Directors of the Corporation of the resolutions approving the share combination
and this related amendment to the Certificate of Incorporation was October 26,
2006.
3. Effect of Amendment. This amendment to the Certificate of Incorporation
will not adversely affect the rights or preferences of the holders of
outstanding shares of any class or series of capital stock of the Corporation
and will not result in the percentage of authorized shares that remain unissued
after the share combination exceeding the percentage of authorized shares that
were unissued before the share combination.
4. Affected Shares. The class of shares subject to the share combination
is the common stock of the Corporation. The number of shares subject to the
share combination is 30,925,180 shares of common stock. Each share of common
stock issued as of November 17, 2006 (including treasury shares and shares held
in trust) shall be reduced, or combined, into one-fifth (1/5th) of one share of
common stock.
5. Amendment. The Certificate of Incorporation is amended to decrease the
number of authorized shares of common stock from 100,000,000 shares, without par
value, to 20,000,000 shares, without par value. In connection therewith, Article
THIRD, paragraph (a), of the Certificate of Incorporation is amended and
restated to read in its entirety as follows:
(a) The aggregate number of shares of Common Stock which this
corporation shall have authority to issue is Twenty Million
(20,000,000) shares without par value."
6. Effective Date. This amendment to the Certificate of Incorporation
shall be and become effective at 12:01 a.m., New York time, on November 21,
2006.
IN WITNESS WHEREOF, the undersigned corporation has caused this
Certificate to be executed on its behalf by its duly authorized officer as of
the date first above written.
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
-------------------------------
Ira B. Lampert, Chairman, Chief
Executive Officer and President
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT (NO. 7)
TO CERTIFICATE OF INCORPORATION
OF
CONCORD CAMERA CORP.
Dated: November 3, 2006
The undersigned corporation, acting pursuant to N.J.S. 14A:1-6(5), hereby
certifies as follows:
1. The name of the Corporation is CONCORD CAMERA CORP. (the
"Corporation").
2. The third sentence of Paragraph 4 (Affected Shares) of the Certificate
of Amendment (No. 7) of Certificate of Incorporation of the Corporation, filed
with the Treasurer of the State of New Jersey on November 2, 2006 ("Certificate
of Amendment (No. 7)"), reads as follows:
"Each share of common stock issued as of November 17, 2006
(including treasury shares and shares held in trust) shall be
reduced, or combined, into one-fifth (1/5th) of one share of common
stock."
3. The foregoing is an inaccurate record of the corporate action
authorized in respect of the share combination therein described.
4. The text of the third sentence of Paragraph 4 (Affected Shares) of
Certificate of Amendment (No. 7) is corrected to read as follows:
"Each share of common stock issued as of November 20, 2006
(including treasury shares and shares held in trust) shall be
reduced, or combined, into one-fifth (1/5th) of one share of common
stock."
IN WITNESS WHEREOF, the undersigned corporation has cause this Certificate
of Correction to be executed on its behalf by its duly authorized officer as of
the date first above written.
CONCORD CAMERA CORP.
By: /s/ Scott L. Lampert
-------------------------------
Scott L. Lampert, Vice President,
General Counsel and Secretary